FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person *   Clark Gary L 2. Date of Event Requiring Statement (Month/Day/Year) 04/05/2006 3. Issuer Name and Ticker or Trading Symbol Goodman Global Inc [GGL] (Last) (First) (Middle) C/O GOODMAN GLOBAL, INC., 2550 NORTH LOOP WEST, SUITE 400 4. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Senior VP, Marketing 5. If Amendment, Date Original Filed(Month/Day/Year) (Street) HOUSTON, TX 77092 6. Individual or Joint/Group Filing(Check Applicable Line) _X_ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person (City) (State) (Zip) Table I - Non-Derivative Securities Beneficially Owned

1.Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5) Common Stock 56,069 (1) D   9.5% Series A Preferred Stock (2) 263.6425 D Â

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.			SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Non-Qualified Stock Option: right to buy	  (3)	12/23/2014	Common Stock	154,320 (1)	$ 5.28 (1)	D	Â
Non-Qualified Stock Option: right to buy	  (4)	12/29/2015	Common Stock	22,741 (1)	$ 14.52 (1)	D	Â

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Clark Gary L C/O GOODMAN GLOBAL, INC. 2550 NORTH LOOP WEST, SUITE 400 HOUSTON, TX 77092	Â	Â	  Senior VP, Marketing	Â

Signatures

/s/ Ben D. Campbell as attorney-in-fact for Gary L. Clark		04/05/2006
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 5(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	Reflects the 7.580345-for-1 stock split to be effected in connection with the Issuer's initial public offering of its common stock.
(2)	The Issuer intends to use part of the proceeds from the initial public offering of its common stock to redeem all of the shares of preferred stock.
(3)	22.5% of the shares subject to these options are fully vested and exercisable. An additional 10% of the shares subject to these options will become fully vested upon consummation of the Issuer's initial public offering of its common stock. 12.5% of the shares will vest annually for the next three years beginning on December 31, 2006, such that 37.5% will be fully vested on December 31, 2008. 10% of the shares will vest annually for the next three years beginning on December 31, 2006 to the extent the Issuer achieves certain annual performance measures, such that 30% will be fully vested on December 31, 2008, and if the Issuer does not achieve such performance measures, such shares will become fully vested on December 23, 2012.
(4)	25% of the shares subject to these options will vest annually for the next four years beginning on December 22, 2006, such that 100% will be fully vested on December 22, 2009.

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